F-Secure acquires MWR InfoSecurity

F-Secure has signed an agreement to acquire all the outstanding shares of MWR InfoSecurity, a privately held cyber security company operating globally from its main offices in the UK, the US, South Africa and Singapore.

“I’m thrilled to welcome MWR InfoSecurity’s employees to F-Secure. With their vast experience and hundreds of experts performing cyber security services on four continents, we will have unparalleled visibility into real-life cyber attacks 24/7. This enables us to detect indicators across an incredible breadth of attacks so we can protect our customers effectively. As most companies currently lack these capabilities, this represents a significant opportunity to accelerate F-Secure’s growth,” said F-Secure CEO Samu Konttinen.

With close to 400 employees, MWR InfoSecurity is among the largest cyber security service providers serving enterprises globally. MWR InfoSecurity has skilled experts in offensive techniques who understand the attacker mindset and is well-known in the industry for its technical expertise and research.

“We’ve always relied on research-driven innovations executed by the best people and technology. This approach has earned MWR InfoSecurity the trust of some of the largest organizations in the world,” says MWR InfoSecurity CEO, Ian Shaw who will join F-Secure’s Leadership Team after closing of the transaction in July. “We see this approach thriving at F-Secure, and we look forward to working together so that we can break new ground in the cyber security industry.”

Completion, consideration and financing

The transaction is expected to be completed in early July 2018. The initial cash consideration for the completed acquisition of all of the outstanding shares of MWR InfoSecurity Limited is GBP 80 million (EUR 91,6 million), subject to customary cash, debt and working capital adjustments. In addition, an earn-out of a maximum of GBP 25 million (EUR 28,6 million) in cash will be paid after 18 months of the completion subject to the achievement of agreed business targets for the period from 1 July, 2018, until 31 December, 2019.

Consideration figures have been translated into Euros by using the average exchange rate of 0.8732 for the British Pound on 15 June 2018.

F-Secure is financially well-prepared for the transaction with a strong balance sheet. The transaction will be financed by F-Secure’s cash reserve and committed bank financing. The bilateral EUR 60 million five-year financing arrangement with Nordea Bank comprises a long term loan as well as a revolving credit limit and includes customary covenants. The upfront payment will be made with company’s cash assets and the term loan of EUR 37 million.